Teen Titans (Marvel Version)
by Omarnosian10
Summary: Ben 10, Black Cat, Max Steel, Scarlet Witch and Norrisville Ninja. 5 solo heroes now banded together to fight the forces of evil in Jump City now known as the Teen Titans. Chapters similar to canon Teen Titans, except the characters are changed. BenXFelicia. Pairings undecided for Max, Randy and Wanda. Rated T for cautiousness.
1. Chapter 1

**Omarnosian10: Hello, readers. As promised, I made my own version of Teen Titans, replacing the core members with other heroes with the same traits.**

 **Ben: I replace Beast Boy as the shapeshifter and Robin as the leader.**

 **Felicia: I replace Starfire as both the beauty and the leader's crush.**

 **Randy: I replace Robin as the Martial Artist and Beastboy as the jokester.**

 **Wanda: I replace Raven as both the sorceress and the girl who betrayed her father.**

 **Max: I replace Cyborg as the half-human mechanic, and Starfire as the alien.**

 **Steel: Same with Max.**

 **Omarnosian10: So you can see that this will take longer because I have to replace Teen Titan villains with villains from Ben 10, Max Steel, RC9GN. and Marvel.**

 **Steel: There's so many choices.**

 **Omarnosian10: And in the end of each chapter, I'll tell the appearance of the Marvel characters. ON WITH THE SHOW!**

 **Chapter 1: Go!**

 **(Jump City)**

On one of the most remarkable nights in history, nothing very remarkable had yet happened. Most people were going through their nightly routines.

Two halves of one hero were typing into a computer, running some diagnostics on the UltraLinks that were left behind during an invasion.

One changed out of her casual clothes and put on a black catsuit and mask, and jumped out her window, ready to pound any criminal she found, and trying to distract herself from the memory of the home she had just left.

One was running over rooftops patrolling the city. He moved here after the final defeat of The Sorcerer, and the Nomicon guided him here for some unknown reason.

One is flying above the city through the clouds after quitting the Brotherhood.

One in particular is patrolling the city by the streets by a black motorcycle with green highlights and a green hourglass symbol on the wheels.

These five aren't aware of each others presence for the moment, until the coming moment.

 **(Jump City Plaza, Nighttime)**

"RAWR!" roared a red-armored 'juggernaut' as he bulldozed through the streets and backhanded every car in his way.

"WHERE'S WANDA?!" roared Juggernaut to the sky as he stopped rampaging.

"NINJA SCARF SLAP!" cried a famous voice as a red scarf came out of nowhere and repeatedly slapped Juggernaut in the face. Juggernaut caught the scarf before pulling it back and revealing the owner of the scarf, who turned out to be a black ninja (the clothing, not skin! I'M NOT RACIST!) with some red highlights and a mask only revealing his blue eyes.

"The Ninja?! But you're supposed to be in Norrisville!" snorted Juggernaut.

"I finished my job there, so I thought 'Hey! Why not go somewhere and mark it your hero territory?'." shrugged Randy, the Norrisville Ninja as Juggernaut delivered a right hook.

"NINJA DUCK! (ducks as the punch goes over him) NINJA JEWELS KICK!" cried Randy as he kicked Juggernaut between the legs... only to yelp in pain as he holds his hurt foot while jumping around hysterically.

"OW! What's that armor made of?!" complained Randy as Juggernaut reared back his right fist. Randy looked at the massive fist with wide eyes as Juggernaut swung it until...

"GO TURBO! **STRENGTH**!" cried another famous voice as a white/silver bulky robot-like humanoid the same size as Juggernaut leapt behind Randy and towards Juggernaut and swung his massive fist toward Juggernaut's face and making impact, sending him to the side of a building and making a crater in it.

"Oh. My. BRUCE! You're Max Steel! Copper Canyon's home hero!" realized Randy as he puts his now healed foot down and looked up to Max Steel.

"Oh, great! Not one day in this new city, and already we have a vigilante as a fan." groaned a voice as the neon blue M on Max Steel's chest flashed for every word.

"Did that M on your chest just talked?" asked Randy as Max Steel nodded nervously as Randy shrugged.

"Wait! You're not amazed or weirded out by it?" asked Max Steel.

"Trust me when I say, I've seen weirder stuff than that." answered Randy before Juggernaut roared as he charged toward the duo.

"NINJA TRIPPING BALLS!" cried Randy as he threw small black balls on the ground toward Juggernaut as he waved his arms by the side frantically while slipping on the balls and finally falling backwards to the ground.

"Well, that was easy." shrugged Max Steel before Juggernaut stood up and tackled Max Steel through some lamp posts.

"You _had_ to say that." shook Randy as he took out a chain with a blade in one of the ends.

"NINJA CHAIN TRIP!" cried Randy as he swung his chain toward Juggernaut's ankles as it wrapped around them before Juggernaut tripped and face-planted on the ground as Max Steel stepped back and put a foot on Juggernaut's head, keeping him down.

"Juggernaut, do you yield?" asked Steel. Before Juggernaut could reply, a blue/white blur covered him as he disappeared before the blur stopped in front of the heroes, revealing a male teenager with silver hair, blue eyes and is wearing a blue/white suit.

"Um, who are you?" asked Max Steel confused before the teen snarled.

"Name's Quicksilver, and you've seen nothing yet!" smirked Quicksilver before he super-sped towards Randy and gave a barrage of punches. Randy managed to block some of them, but the rest made contact as Quicksilver stopped before super-speeding towards Max Steel.

"OH NO YOU DON'T! GO TURBO! **SPEED**!" cried Max Steel as he flashed blue before changing. His suit is now more human, with a Kineceleran-like helmet and neon-blue tennis shoe-like soles. This surprised Quicksilver long enough for Max Steel to super-speed towards him as they clash with their fists everywhere in a blur of white and blue. While Randy looked at the clash in awe, he failed to notice Juggernaut charging at him from behind, until...

" **GRAVATTACK**!" cried another famous voice as Juggernaut suddenly began to levitate mid-air.

"WHAT THE JUICE?!" yelled Randy as another famous hero appears a few yards away from Randy while his hand has a green aura around it. the hero is a large, bulky, brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body. His feet are tan with three toes. He has three fingers and one thumb on each hand. He wears black shorts with green stripes and a green belt with white stripes. He has a well-known green hourglass symbol on his forehead. Max Steel and Quicksilver suddenly appeared by Gravattack and began to levitate in mid-air and slowly orbit the Galilean.

"What's happening?" asked Quicksilver angrily.

"A Galilean? Why is he here?" asked Steel before noticing the hourglass symbol along with Randy.

"OH MY BRUCE/GOSH! YOU'RE BEN 10; THE SHAPE-SHIFTING ALIEN SUPERHERO THAT SAVED THE UNIVERSE COUNTLESS TIMES!" synced Randy and Steel as Gravattack sheepishly scratches the back of his head.

"Aw, shucks. You're making me blush. (chuckles) Now let's give these guys a lift." smirked Gravattack as both his hands gain a green aura before Max Steel landed on the ground gently while Juggernaut and Quicksilver became levitated towards Gravattack as the Galilean entered Planet Mode (when Gravattack becomes more planet-like). Suddenly, Juggernaut and Quicksilver began to orbit around Gravattack at high-speeds. In a few moments, Gravattack launched them towards the night sky as a small white flash took over, indicating their defeat.

"Wow, you beat, um, what are they?" asked Max Steel while changing to **Base** Mode as the M on his chest ejected from said area, revealing the being as a black/white mechanical alien with a blue eye, shocking Randy as he widened his eyes.

"According to N-Tek's non-human database, they're mutants." answered Steel.

"They don't look anything like the mutants I met before." commented Gravattack before reverting, remembering the Morphoid invasion when he met the T.M.N.T and a few other mutants in their universe.

"That's because of a special gene in their bodies called an X-Gene that they're classified as mutants." answered Steel as the others nod.

"That's right, I heard about those guys! They're members of a mutant gang called the Brotherhood, despite having a few girls in it. But they mainly operate around New York. Why are they here?" asked Max Steel.

"Before you guys came in, Juggernaut was looking for someone named Wanda." informed Randy after recovering from his shock.

"That'd be me." sighed a female voice as they look behind a car to see a green-eyed auburn haired teenage girl around their age wearing a red suit with a waist cape, covering everything but her head and showing a minimal of her cleavage, causing Randy and Max Steel to blush under their respective head-hiders while Ben looks at her in slight suspicion, remembering most of his enemies wearing red or have red eyes.

"And you would be?" asked Ben politely but slightly suspicious.

"Wanda Maximoff, but my alias is Scarlet Witch. My 'dad' sent those 2 here to force me to re-join the Brotherhood." informed Scarlet Witch before something massive uncloaked in the sky as they look up to see a black massive ship.

"What. Is. That?" asked Randy with wide eyes, being the only one who hasn't seen a ship that large before. Suddenly, a transmission began playing as a man wearing a red helmet with purple highlights, and a suit with the same pattern appeared in a hologram.

 _"Attention, people of Jump City! Three heroes here have managed to defeat two of my Brotherhood members, who were seeking out my daughter. You have 1 hour to deliver my daughter here, or else... "_ trailed off Magneto while ending the transmission as a cannon came out of the ship as it fired a large pod onto a rocky island not that far from shore.

"I'm detecting high levels of radiation emitting from the machine." informed Steel as he displays a holographic graph.

"It's a nuclear bomb currently counting down to 58 minutes and 30 seconds." read a female voice as they turn to see a girl approaching them. The girl has long white hair and blue eyes and is wearing a black domino mask and a black cat suit showing her figure and some of her cleavage, causing the male heroes to blush under their head-hiders, (except Ben, who has nothing to hide the blush).

"Um, who are you?" asked Ben nervously.

"My name's Black Cat, former cat burglar and resident of New York." introduced Black Cat.

"What the cheese is it with New Yorkers coming to Jump City?" groaned Randy.

"Ditto." nodded Max Steel.

"Ahem! (the others look at him) Instead of socializing with each other, shouldn't we, oh I don't know, GET RID OF THE GIANT BOMB THAT CAN BLOW US TO KINGDOM COME?!" panicked Steel as the others cringed at his voice.

"The M machine is right! We have a common enemy. I say we team up to take Magneto down, deactivate the bomb, and save the city. So what do you guys and girls say? Team?" grinned Ben as he put out his hand, the girls looking determined while Randy and Max Steel's expressions are hidden in their head-hiders before they put their hands on Ben's, forming a star.

"Team!" nodded the others in unison before everyone retreated their hands.

"Everyone who could fly, raise your hand." ordered Ben as Max Steel and Scarlet Witch raised theirs while Black Cat and Randy look down sadly.

"Um, Ben, can't one of your aliens teleport us in the ship so we can be more stealthy?" asked Steel confused.

 _'Mystar can do that, but Azmuth has the code key.'_ thought Ben sadly, remembering locking the Fairy form in case Albedo makes his own Omnitrix or someone brainwashes him.

"Sorry, no." sighed Ben sadly.

"I could teleport us there if I knew a teleportation spell." informed Scarlet Witch as Ben widened his eyes in realization before searching the inside of his jacket.

"Maybe this can help. (takes a brown book out of his jacket before handing it to Scarlet Witch) This is Gwen's old spellbook. She gave it to me before she left for college." informed Ben before Scarlet Witch nodded surprised as she took the book and opened it.

 **(Brotherhood Ship)**

The Brotherhood ship was a hive of activity. Mutants raced around frantically, trying to finish what ever job they were doing so that they could rush down a corridor to find another job to frantically rush through. So naturally the heroes pop up in a completely deserted corridor in a pink energy field, with no one around.

"Coast is clear." whispered Steel, now in Max Steel's chest as the energy field disappears before Ben stumbled and swayed on his feet.

"Are you okay, Ben?" asked Black Cat concerned as she holds Ben up.

"Yeah, just gonna need some time to get used to teleporting without Gwen or Paradox." nodded Ben as he stood up straight, Black Cat still having her hand on his chest while blushing, feeling the muscle tone under the shirt. Black Cat slowly leaned against Ben's arm, causing him to blush upon feeling the former cat burglar's cleavage on his arm.

"Um, I hate to ruin the juicy moment, but we've been spotted!" warned Randy as he pointed behind the blushing duo as everyone turned to see many teenage mutants in purple/red suits surrounding them. Ben grunted as he activated the Omnitrix and slammed down the dial as soon as the face-plate slid back before bathing himself in green light before transforming into a magma-based lifeform whose body is composed of a bright inner magma body covered by dark red rocks. His feet has a slight oval-like design with only two toes and one back toe. The Omnitrix symbol is on his chest.

" **HEATBLAST**!"cried the Pyronite before taking a fighting stance.

"Whoa, he looks like Fire Elementor." commented Max Steel before cracking his knuckles.

"Yeah, but he's not the only one who can heat things up." quipped Steel as Max Steel nodded.

"GO TURBO! **HEAT**!" cried Max Steel as he flashed blue before his suit changed. His suit became more bulky, but less than Strength Mode and is carrying a container on his back as two tubes extend from the bottom, one on each arm cannon and some orange glowing highlights are found on the suit. Max Steel rotated his cannons as heat began to charge up in them while Randy takes out a sword, Black Cat entered a cat stance with her built-in claws shown, Scarlet Witch's hands are glowing pink, and Heatblast prepared a fireball.

"Attack!" ordered Heatblast as he and the other heroes charge in.

 **(Brotherhood Command Bridge)**

"Master Magneto, the bomb is now counting down to 5 minutes." informed one of the mutants as Magneto frowned, sitting on his throne seat while the mutants worked around the ship.

"I see my daughter is still as stubborn as ever to betray her father. (grins) However, the human fools will learn that it takes more than five juvenile heroes to defy the might of Magneto! I will be unstoppable when these gems become unearthed." laughed Magneto as he motions toward a stone tablet with 5 gems embedded in it in a star shape; the top one green, the upper left one pink, the upper right one blue, the lower right black and the lower left one , the door behind him exploded. Surprised, he spun around to face the team, Ben still as Heatblast and Max Steel still in Heat Mode.

"We're not 5 heroes. We're one team." spoke Heatblast menacingly.

"Attack!" ordered Magneto as the mutants charge toward the heroes.

"NINJA TRIPPING BALLS!" cried Randy as he threw down multiple black balls toward the charging mutants as some of them slip and fall while others avoid them or fly over them. Black Cat pounced toward a couple mutants as she claws their faces, making them temporarily blind while she sweep kicks them to the ground before three mutants charge toward her from behind. Black Cat turned around as they fire energy blasts at her before a stream of fire blocked the blasts, creating miniature explosions. Black Cat tilted her head to see Heatblast with one arm aimed at the mutants that attacked her while using his other arm to block fire blasts from other mutants. Before the mutants could blast again, Black Cat delivered an uppercut to one and kicked the second one in the face before jabbing the last one in the knees, making him fall. Black Cat stopped her assault to admire her work on the unconscious mutants before looking over to Heatblast and seductively winked at the Pyronite. Heatblast's blush became hidden in his flames as he sent a wave of fire toward the 5 mutants. 3 blocked with their flaming hands while the other 2 got sent back unconscious.

"Time to crank up the heat!" glared Heatblast as his flames became more hotter while he hovers on a fireball like a board. Heatblast leaned forward with his knees bent and fists out as he glides toward the mutants in a fiery blur. Before the mutants could react, Heatblast butterfly kicked the one in the middle while shooting streams of fire at the other two. The mutants got sent to walls with burns on their suits as they lay unconscious.

"EAT MY TURBO FIRE!" cried Max Steel as he spun around in a fiery vortex and spun towards 5 running mutants. One by one, the mutants got pulled into the fire tornado with minor resistance. The fiery vortex burst as Max Steel pumped his arms in a power-up fashion while the mutants skid on the floor, now with burn marks on them. Suddenly, Max Steel began to daze while putting his arm cannon against his head in dizziness.

"You okay, Max?" asked Steel concerned.

"Don't worry, Steel. If I can survive Air Elementor's tornadoes, a little spin won't hurt." assured Max Steel.

"NINJA SWORD CUT! (sword cuts a fire blast in half) NINJA THUNDER STARS!" cried Randy as he threw multiple shuriken with electricity surrounding them while cutting multiple mutants and shocking them to unconsciousness. Randy grinned behind his mask, unaware of 2 mutants sneaking behind him.

"NINJA BACKHAND PUNCH!" cried Randy as he backhand punches the mutants behind him, knocking them out to the floor.

"What spell should I use to finish this quickly?" wondered Scarlet Witch while searching through the spellbook as mutants blast her.

"Maybe this will work. **Bretov Alagoria!** " chanted Scarlet Witch while holding her free hand toward the mutants as random machinery was thrown on them, forcing them to huddle together as the machinery piled on them. Scarlet Witch looked at her hand then to the machinery then her hand again then her new spellbook before excitedly squealing. Suddenly, a stream of fire was shot at Scarlet Witch, who avoided it while another one was heading toward Black Cat and Heatblast. The Pyronite noticed the attack and stood protectively in front of Black Cat as he absorbed the fire within his body. Randy jumped in the middle of the group as they gasp to see Max Steel with his arm cannons aimed at them.

"Steel, what's happening?" asked Max Steel frantically, meaning that he's moving against his will.

"The cannons are being manipulated by a magnetic field." answered Steel before the cannons fired another stream of fire, which is now absorbed by Heatblast's palms.

"MWAHAHAHAHA! (hands are glowing purple) With my magnetic powers, I can control you Max Steel. So.. (aims arm cannons toward Max Steel's head) surrender my daughter to me or Max Steel will burn himself." ordered Magneto as the heroes glare at him hatefully. Sighing sadly, Scarlet Witch stepped forward until a blue flash occurred.

"GO TURBO! **SPEED**!" cried Max Steel as he enters Speed Mode, cancelling the magnetic powers with the Turbo Energy burst. Before Magneto could use his magnetic powers again, Max Steel zoomed toward him and uppercut him, sending him flying towards Randy.

"NINJA BICYCLE KICK!" cried Randy as he bicycle kicked Magneto to the same direction towards Black Cat, who used her enhanced strength to double jab Magneto in the gut as he flew towards Heatblast.

"Get ready to feel the heat!" smirked Heatblast as he threw a beach ball-sized fireball at Magneto's face, burning his face as he skid toward his adoptive daughter.

"Goodbye, 'dad'. **Badickinis Metalalurca**!" chanted Scarlet Witch as metal pieces wrap around Magneto in a cocoon, completely concealing him.

"Good work, team! (smirks before frowning in realization) Oh no! The bomb!" shouted Heatblast in worry before Steel ejected from Max Steel's chest and flew towards a panel and ferociously typed on it.

"You might want to hurry, Steel. We got 5 seconds!" warned Max Steel.

 _ **5**_

"I'm working as hard as I can!" snapped Steel while continuing to type.

 _ **4**_

"Maybe I can- (reverts) OH COME ON!" complained Ben towards the Omnitrix.

 _ **3**_

"I guess this is it." smiled Black Cat sadly, glad to meet these people but regret not knowing more before death.

 _ **2**_

Randy crossed his fingers, Scarlet Witch and Black Cat hug each other worried, Ben continued tapping the Omnitrix face-plate angrily, and Max Steel sighed under his helmet.

 _ **COUNTDOWN ABORTED**_

The heroes look up relieved to Steel, who finished typing while folding his arms and looking at the heroes pridefully with his one eye.

"Told ya so." nodded Steel before everyone noticed something glowing. They turned to see the stone tablet with the gems glowing brightly.

"Um, what the cheese is that?" asked Randy curiously as the group walked toward the tablet and looked down on the gems. As if in a trance, they each took out a gem; Ben taking out the green one, Black Cat taking out the black one, Randy taking out the red one, Scarlet Witch taking out the pink one, and Max Steel taking out the blue one.

"Steel, do you know what these are?" asked Max Steel confused while looking at the blue gem curiously under his helmet.

"They must be the Dino Gems I heard about." guessed Steel.

"Then why is there a pink one, and if I recall correctly, there is no Pink Dino Thunder Ranger?" asked Scarlet Witch as Steel rubbed his head.

"Their energy signatures are all the same, yet so different." wondered Steel. Before anyone could reply, the gems began glowing brightly as they embed themselves into the heart area while energy began traveling around the heroes in their respective color before they each heard voices in their heads.

 _"The Transforming Officer."_ said a childish voice in Ben's head.

 _"The Beautiful Heroine."_ said a beautiful voice in Black Cat's head.

 _"The Martial Artist."_ said a teenage voice in Randy's head

 _"The Destiny Sorceress."_ said a monotone voice in Scarlet Witch's head.

 _"The Cyborg Mechanic."_ said a semi-robotic voice in Max Steel.

"Guys, what's happening?" asked Steel confused as the energy traveling around the heroes fade away towards their hearts. Once it stopped they look at each other confused while checking their heart area.

 _'What was that?!'_ thought the heroes and heroines.

 **(Bomb Site)**

The next day, the five heroes and heroines were still standing on the island in the bay, gazing over the city

"That's quite a view." commented Scarlet Witch.

"Somebody aught'a build a house out here, because this. Is. The Cheese!" replied Randy with his wrists behind his head.

"We made a pretty good team, don't we?" asked Black Cat.

"Yeah, maybe it can be permanent." answered Ben while looking at Black Cat smiling.

"Ben's _so_ crushing on the cat girl." whispered Max Steel toward Randy and Scarlet Witch.

"Anyway, to make sure we keep in touch, Ben and I made these." informed Steel as Ben took out 5 yellow communicator discs with a white T in a black circle on the front.

"Wow! I never thought of you as a tech kind of guy, Ben." commented Scarlet Witch as she took a communicator, along with the others except Steel.

"Well, with a large roster of aliens, one of them is _bound_ to be super smart." grinned Ben as he put his communicator away.

"Guys and girls. (others look at him) If we're going to be a team, then maybe we should tell our secret identities to each other." suggested Randy sadly as the others look down except for Ben.

"The Ninja's right. What's a team without trust? I'll start first. (helmet disappears to reveal blue eyes and brown hair, similar to Ben's style) My real name is Max McGrath, and my hero alias is Max Steel." introduced Max, surprising the others, except for Ben.

 _'He's like Danny Phantom.'_ mentally compared Ben, remembering Danny Fenton's hero alias.

"I'll go next." nodded Randy while he took off his mask as his suit became bandages before they retreated to the mask, revealing Randy to have purple hair in a mohawk-like fashion and blue eyes a little darker than Max's and wears a grey hoodie with a red shirt under it, black jeans and purple sneakers.

"I am Randy Cunningham, the Norrisville Ninja." grinned Randy as the others gawk at him.

"IS THAT YOUR ACTUAL HAIR?!" yelled Max while pointing at Randy's hair as Randy face-palms.

"Oh my Bruce. OF COURSE IT IS! WHY DOES EVERYONE SAY THAT ABOUT MY HAIR?!" complained Randy, remembering the comments he received when he became a High-school Freshman.

"Well, sorry. Purple's a very uncommon color for hair." nodded Steel along with the others.

"You guys already know my I.D. Ben Tennyson a.k.a Ben 10." introduced Ben as Black Cat look at him sadly, reminded of another Ben that died.

"I haven't politely introduced myself. I'm Wanda Maximoff, a.k.a Scarlet Witch." introduced Scarlet Witch before everyone looked at Black Cat. Black Cat sighed before removing her domino mask while her hair changes to platinum blonde, surprising the others.

"My real name is Felicia Hardy, the Black Cat." introduced Felicia as Ben leaned in while gazing at Felicia's eyes.

 _'Felicia, what a beautiful name.'_ swooned Ben as Max, Scarlet Witch and Randy rolled their eyes.

'So _into her.'_ thought the three before Steel fake-coughed, getting their attention.

"Now that I have your undivided attention, I should tell you that we could get our house built sooner than you think. (the others smile) Ben, do you have any aliens with super-speed? (Ben nods while giving a peace sign, signalling two) Alright, here are the blueprints for our house. (displays holographic blueprints) Think you could build this?" asked Steel as Ben nods while activating the Omnitrix, sliding down the face-plate before slamming down the dial, transforming into a semi-armored Velociraptor. He has black wheels on his feet and wears a black helmet with a visor resembling a blob X. He has 5 blue stripes on his tail. He wears the Omnitrix symbol on his chest.

" **XLR8**!" cried the Kineceleran as he began zooming to the mainland and back several times.

"His helmet looks like my Speed Mode's." compared Max as Steel nodded while XLR8 continued his work.

Yep, this is the start of the greatest superhero team ever made.

 **Omarnosian10: Alright. Here's the appearances of the Marvel characters in the Marvel Wiki.**

 **Felicia: Earth 92131, except for the collar and my eyes are blue.**

 **Wanda: Earth 616**

 **Pietro: Earth 616**

 **Cain: Earth 6109**

 **Magneto: Earth 11052**

 **Omarnosian10: Alright, now for the other 3's explainations.**

 **Randy: Possible future where I defeat the Sorcerer.**

 **Max: Possible future after Season 2.**

 **Ben: After Ultimate Alien, but the Omnitrix kept the Evolutionary Function.**

 **Steel: Speaking of Omnitrix, is it possible for Ben to turn into an Ultralink, like me?**

 **Omarnosian10: Yes, but it won't be shown for a few chapters. TITANS, OUT!**


	2. Chapter 2

**Omarnosian10: ~I'm back~**

 **Randy: ~And we have something for you this Halloween~**

 **Ghostfreak: ~Unfortunately, this isn't a special, so you have to wait~**

 **Other Titans: ~Why are we speaking like this?~**

 **Omarnosian10: ~It's Halloween, and you know what this means~**

 **Titans: ~What?**

 **Omarnosian10: ~Scary holidays, scary villains, scary monsters, there is magic in the air, OOGLY-BOOGLY!~**

 **Randy: ~Isn't that quote from that Ninjago Halloween Special, Day of the Departed?~**

 **Omarnosian10: ~Yes, and this will give you the shivers, ladies. ON WITH THE SHOW! MWAHAHAHAHAHAHAHAHAHAHAHAHAHA!~**

* * *

 **Chapter 2: Divide and Conquer**

 **(Jump City Prison)**

It was nighttime. The radiant glow of the moon shined brightly in the sky over Jump City as the lights of the concrete jungle came on. Everything seemed peaceful as the nightlife of the citizens began. Unfortunately, the same could not be said about a high-security prison a few miles outside the city. From an aerial view, one could see smoke pour in from behind the outer wall that lead to the prison courtyard and the shattered front entrance. Smoke also rose from a spot on the bridge that leads to the complex. If those clues were not enough to indicate that something very bad was going on, the blaring klaxons and sirens ringing throughout the prison would help settle that point. Inside the entrance of the prison: three guards, armed with what looked to be laser rifles and covered in black/blue, ballistic full-body armor, ran through to reach the entrance to find the cause of the disturbance. The only difference in appearance of the three guards were the numbers emblazoned on their shoulders, being 1, 3, and 8.

"Code red!" shouted Guard 1 through the headpiece in his helmet.

"Cellblock Nine! Move out!" ordered Guard 1 as the other two guards charged in front of the supposed captain as he followed closely behind. When they entered the courtyard, they slowed down to scan for any foreign invaders, weapons at the ready.

"Main yard secure." stated Guard 1. As soon as the captain finished his statement, a large piece of concrete landed in front of the guards, catching their attention. They turned to see the large silhouette of the perpetrator bashing its way through a wall.

"There he is!" shouted Guard 3 before they advanced towards the silhouette.

"He'll free the criminals!" shouted Guard 8. The three guards stopped advancing, leveled their weapons, and took aim at the monster. Their target finally bashed a large hole through the wall of the cell-block and began to trudge forward. As some of the smoke began to fade, the guards could see the creatures' back. They could tell it was at least ten feet tall, very human, appeared to be made of stone and is wearing blue boots.

"Fire!" commanded Guard 1. The three guards let loose a flurry of lasers from their rifles that struck the edges of the hole the monster made. While a few shots connected with his back, most of the shots missed entirely. Feeling the blasts hit him, the monster turned to face the guards to reveal a stone human with blue gloves. Unfortunately for the guards, the shots had no discernible effect on him as he voiced a grating roar. Lifting its massive left foot, the thing stomped on the ground. The resulting seismic wave produced a long fissure that caused slabs of concrete and dust to rise up into the three guards' faces, spoiling their aim. The concrete monster then ran into the prison, leaving the guards in the dust. Looking around as it advanced through the cell-block, as though it were looking for a particular object, the creature was interrupted as a voice from above cut its concentration.

"You know, Grey Gargoyle, normally the bad guys break out of jail." echoed a certain ninja's voice throughout the prison hall.

"And I can think of 5 good reasons why you don't want to break in." added a certain shape-shifter's voice raspily. The now dubbed Grey Gargoyle turned to see **XLR8** standing on an overhead side-fence.

"One!" called the Kineceleran as he zigzagged down to the ground and reverted.

"Two!" called a familiar cat hero, pouncing by Grey Gargoyle and dropping to the right of Ben.

"Three!" called Randy, appearing in a red smokescreen by Black Cat's side. Scarlet Witch then swooped in and landed on Ben's left side, pink orbs of magic surrounding her hands, ready to attack.

"Four!" called Scarlet Witch as her cape flew in mid-air.

"Five!" synced Max Steel and Steel as the former dropped down next to the jacket-wearing teen in **Base** Mode.

"No matter how you do the math, it all adds up to you going down. So, are you going to go quietly…" glared Ben with an eyebrow raised.

"Or is this gonna get _loud_?" asked Max Steel, finishing Ben's sentence.

"GRAAAAAAAHHH!" roared Grey Gargoyle as he began to barrel straight towards them, a thundering clap resounding through the hall with each step.

"Titans! GO!" exclaimed Ben as Randy and Black Cat ran towards the monster.

"GO TURBO! **STRENGTH!** " cried Max Steel as he changed to Turbo Strength Mode while charging. Ben activated the Omnitrix, scrolled through the holo-screen and slammed the dial, transforming into a humanoid-insect alien with some shark-like characteristics as well. He is dark blue, almost purple, and light blue in color. He has a long horn on the top of his head connected to a shorter protrusion on the back of his head and a large mouth that spreads over part of his chest, he also has a belt and wristbands as well as oval shaped eyes. The Omnitrix symbol is on his chest.

" **EATLE!"** cried Eatle as he reared his horn down while Scarlet Witch flied alongside him.

* * *

 **(Play Teen Titans Theme Song, except the orange letters are grey and purple are pink, and change characters.)**

 **Robin - Randy Cunningham**

 **Raven - Scarlet Witch**

 **Gorilla - Ultimate Spider Monkey**

 **Wolf - Wildmutt**

 **Rhino - Eatle**

 **Beast Boy - Ben 10**

 **Pterodactyl - Astrodactyl**

 **Tiger - Rath**

 **Starfire - Black Cat (she shoots black electrical bolts from her gloves and her eyes become cat slits)**

 **Cyborg - Max Steel**

* * *

"NINJA KICK!" called out Randy as he leaped into a kick that landed on the left side of Grey Gargoyle's face, spinning the monster around. He turned back just in time to catch a double dose of magic bolts in his back, courtesy of Scarlet Witch. Stunned by the force of the attack, Max Steel took this moment to rush at the thing, trying to land a right hook. Grey Gargoyle was able to intercept the attack by grabbing it with his own hand, but the force of the impact was still enough to drive the creature back. There was a follow-up by the cat hero as she flew her right knee into the enemy's stone face. This was enough for him to take a few steps back as it stumbled from the attack. When it got its bearings, the monster then rushed towards Black Cat, only to be interrupted by green energy blasts, courtesy of Eatle consuming fallen debris and using the tip of his horn to blast energy, forcing Grey Gargoyle to run to another corner. Scarlet Witch put herself in his path and threw her hands up to levitate a section of the floor, tilting it up until it stood vertically. The witch floated out of the way an instant before their opponent crashed through the improvised barrier as though it were nothing. It was then that Randy, Max Steel now in **Speed** Mode, and Black Cat rushed him. Unfortunately for the trio, one giant backhand from the moving stone was enough to knock Randy and Max Steel away, leaving Black Cat the only one still charging the monster. She used her claws to slash the enemy, but they weren't enough for her to avoid getting grabbed by Grey Gargoyle's two enormous hands and being pulled close enough to have a face-to-face look at him.

"Be careful Cat! Grey Gargoyle can turn anything he touches to stone!" warned Steel as Grey Gargoyle's hands faintly glows before Black Cat grinned.

"Well this cat won't be set to stone." quipped Black Cat as her eyes become cat slits before she used her enhanced strength to break away from Grey Gargoyle's hold while delivering a high kick, sending her captor into a wall. With a grunt, Grey Gargoyle picked himself up after regaining his balance. A munching sound caught his attention as he turned his head to see Eatle putting large debris in his metallic-like mouth. Eatle gulped it down as his front horn's tip glowed. Suddenly, Grey Gargoyle uppercut him and sent him to the ceiling, getting Eatle's horn stuck.

" **Transformatio Dedyeste** " chanted Scarlet Witch with her hands glowing pink as the ceiling around Eatle's horn became plant-like, weakening. Eatle struggled for a few moments until his horn got loose and he fell toward the ground before landing on a knee.

"Thanks, Scarlet Witch!" thanked Eatle with a thumbs up before he stood straight as Scarlet Witch nodded in approval. Unknown to them, Black Cat's cat slit eyes narrowed at Scarlet Witch in jealousy. Seeing the exchange, Grey Gargoyle turned to leave the area but was taken by surprise when Randy suddenly jumped onto his neck and tried to put him in a headlock, only to realize that the creature didn't just look like stone, it's _made_ of stone. Stumbling around at random, the creature tried everything it could to shake the Norrisville Ninja loose.

"NINJA SCARF HEADLOCK!" cried Randy as he wrapped his scarf around Grey Gargoyle's neck as the stone behemoth tore a girder loose from the wall, a chunk of concrete from the floor was still connected to the bottom if it. Grey Gargoyle then raised the girder for a swing back over his shoulder to hit Randy. But jumping away at the last second, the Norrisville Ninja was able to escape certain injury. As a result, Grey Gargoyle clocked himself in the head, the girder bending around his stone skull.

"Now _there's_ an idea. (looks at a girder) GO TURBO! **STRENGTH!** " cried Max Steel as he swapped from Speed to Strength. The metallic teen rushed to pull the girder out from the wall and charged the villain; Grey Gargoyle readied himself with his own makeshift club. When they were close enough, the two of them began swinging at each other, flashes of blue sparked through the air every time their weapons collided. Max Steel was steadily gaining ground on the enemy, but Grey Gargoyle wasn't going to take this beating lying down. He quickly pushed Max Steel back with a kick and brought his girder down in a mighty swing. The attack connected, sending the metallic Titan and his girder skidding across the floor. He approached the fallen hero with his club raised, ready to give the teen another thrashing, but a blast from the back of his head caught his attention. The stone creature turned around to see Eatle with his horn glowing.

"I'm not out of this yet!" stated Eatle through heavy breaths as he readied another energy blast in his horn. Grey Gargoyle was about to swing at the alien, but a quick flash of a swinging sword caused the steel to get sliced in fifths. The behemoth grunted in surprise as he looked over to see Randy laughing at his misfortune while holding his Ninja Sword. With a snarl, Gargoyle stood up and ran off down the corridor, heading deeper into the prison. Max Steel, still flat on his back, got up with a helping hand from Eatle and dusted himself off.

"Want to give this guy the Turbo Horn?" asked Eatle determined.

"I got the Turbo if you got the Horn. GO TURBO! **CANNON**!" cried Max Steel as he flashed blue before gaining _massive_ armor similar to Strength Mode, except his Base Mode helmet is hidden in another visor-less helmet. With a nod, Eatle and Max Steel charged off to follow the stone humanoid. The other three teammates regrouped before following in the same direction.

"Yo Rockhead!" cried out Max Steel as the duo approached Grey Gargoyle. Grey Gargoyle stopped dead in his tracks and turned around to find Eatle and Max Steel running towards him, the former in front of the latter. They jumped to each other as Max Steel glows with Turbo Energy and Eatle's horn glows with consumed energy. However, whatever they were planning to do went wrong, badly, as Eatle's horn and Max Steel's helmet intertwined mid-flight, leaving them rolling out of control in the air. When they finally parted, Eatle crashed into a wall, causing his consumed energy to create a blast that engulfed Randy and Black Cat. Max Steel slammed against another wall, ricocheting off the other walls and stopping on the ground in front of Scarlet Witch, creating a blinding burst of energy. Grey Gargoyle was left completely unscathed by the fireworks and clumped away from the embarrassing sight the Titans were left in, smashing straight through one wall after another in his path. Prisoners began stepping out to look after the lumbering colossus passed by, then started sprinting out the same way he crashed through.

"Hey, hey, look at this!/It's freedom!/Let's do it! Let's get outta here!/Yeah!" shouted out various prisoners in excitement at their, possible, one chance to freedom. After the failed attack, Eatle got back on his feet and rubbed his head; the commotion reached his ears (if he has any) from around the corner, and soon he noticed a mob of escaping prisoners charging straight towards the Titans. With an invisible sigh, he bit off a girder and charged his horn. Black Cat, Randy, Cyborg, and Max Steel had recovered from the damage of the failed combo as well and took a stand next to their leader. The five of them then charged the group of inmates.

 **(Meanwhile)**

Deeper inside the high-security correctional facility, a flashing red light was the only source of lighting in the darkened corridor. Loud footsteps could be heard rumbling towards a door with a sign that read 'Prisoner 385901-No Chemicals Allowed!' Grey Gargoyle's shadow appeared over the sign before opening to reveal an extremely spacious cell; the only thing inside was a cylindrical glass tank of liquid that was suspended from the ceiling. Inside said tank was the figure of a man in a mechanical suit with multiple tubes around the arms connecting to the back. Without a second thought, Grey Gargoyle ripped the entire tank away from the ceiling-mounted apparatus that held it: broken hoses spewing liquid and gases about the cell. The behemoth then punched a hole in the floor and jumped through it to make his escape, pulling the tank down after him.

 **(Outside the Cell-Block)**

Just outside the entrance of the cellblock the Titans were fighting to prevent a massive jailbreak, two prisoners were running out in a bid for freedom.

"Let's go! Let's go!" yelled one prisoner as they approached the exit.

"I think we're going to make it!" exclaimed the other.

"Yeah!" agreed the former. The two convicts approached the smashed gate in the outer wall, which was then promptly closed when the pieces, covered in pink magic, flew back into the frame. The prisoners stopped in their tracks as they saw a swirling vortex form in front of the gate. The vortex then receded to nothing as Scarlet Witch floated in front of the barrier, repaired by her telekinesis.

"Think again." smirked Scarlet Witch, the two prisoners nervously backing away from the teen as she approached them.

 **(Inside the Cell-Block)**

Back inside the corridor, near the holes Grey Gargoyle smashed through, guards kept watch as the prisoners returned to their cells, their arms shackled behind their backs.

"Jailbreak? I don't see any jailbreak." chuckled Randy as he approached his team, Ben back to human form and Max Steel back in **Base** Mode.

" _None_ of us would've seen one if _Max_ hadn't messed up!" pouted Ben with crossed arms as he looked away from the group.

" _Us_?" asked Steel angrily, a sight gag showing Max Steel's head grow.

"I messed up nothing! _You_ got in my way with your _stupid_ _horn_!" yelled Max Steel with enough force to blow Ben's jacket back. After he spoke, his head returned to normal size and he turned away from Ben, pouting in the same manner before the jacket-wearing teen turned back around.

" _You_ were too far forward, (his head grew larger) and Grey Gargoyle got away because if it!" yelled Ben as an angry little spark popped up on his temple, then disappeared when his head deflated. Max Steel turned back around to face Ben.

"You saying this is _my_ fault?!" snapped Max Steel.

"Want me to say it _again_?!" retorted Ben. The two of them walked closer to each other, sparks flying between a pair of eyes and a blue visor before Black Cat popped up between them.

"Stop! You're acting like little kids!" commented Black Cat, always wanting to make the best peace between everyone on the team after her change in New York. Without another word, the two teens turned their backs to her and each other.

" _HE_ STARTED IT!" cried Ben and Max Steel while jerking a thumb towards each other.

"Yeah, if you two are gonna fight, we need time to sell tickets." joked Randy. Angry glares from the two arguing teens made him quickly back off as Scarlet Witch then stepped up.

"Grey Gargoyle escaped. No amount of yelling will change that. So stop acting like idiots, and let's go home." sighed Scarlet Witch. Max Steel and Ben threw each other a disdainful glance from over their shoulders.

"Hmph!" grunted both teens in unison; their respective exhalations were visible in the air. As they began to stride away, they both made a scathing comment behind each other's backs.

"Doofus."

"Jerk."

They both whirled around and faced each other, apparently having heard the remarks.

"What did you say?!" demanded the arguing teens in unison as they marched towards one another, stopping when they come face-to-face again.

"Do you have a problem, Tin Man?" asked Ben angrily.

"Yeah! It's six feet tall and smells like chili fries!" replied Max Steel. That last comment hit the Omnitrix Wielder the wrong way as the two of them began arguing again. A sight gag showed the other three members becoming infants, with the pair's shadows thrown across them.

"Well, _you're_ a Power Ranger copycat and your feet smell like a skunk's insides!" yelled Ben. Baby Scarlet Witch began to cry as Baby Randy crawled over to her and patted her back, trying to comfort her.

"You're bossy, you're rude, _and_ you got no taste in TV!" counted off Max Steel on his fingers. The infants now returned to their proper ages as they watch the pair continue to argue.

"I don't even know _why_ you're on this team!" growled Ben as he turned away from the metal teen.

"That makes two of us. I _QUIT_!" shouted Max Steel. Those last two words left the rest of the group staring wide-eyed in total shock as Max Steel's illuminating frame stalked away from them.

"Max, don't I get a say in this?" asked Steel worried.

"NO!" cried Max Steel while walking away. Ben hung his head while the other teens were left completely speechless as the complete shock of what just transpired loomed over the group.

 **(Unknown)**

Darkness. This could be the only word to describe the area where a shadowy figure was seated on a chair atop a raised platform. The sound of heavy machinery and gears turning were all the only things that echoed throughout the chamber. No features could be seen on this figure except the glint of a white cloak and pupiless eyes. Grey Gargoyle stomped into the light and placed the tank containing Prisoner 385901 on the floor.

"Grey Gargoyle. I see your mission was a success. Good. We will proceed with Phase Two. Awaken him." ordered the figure. The behemoth strained to twist the metal cap on the top end of the tank before he managed to unscrew it, releasing a thick cloud of vapor. When the vapor cleared, the occupant began to stir.

"Where am I?! Who are you?!" demanded the mechanical occupant as he tried something.

"Your chemicals are useless in that anti-chemical chamber, so don't try anything. (mechanical occupant glares) Now onto business, your abilities are necessary for my plans, _Toxzon_." informed the figure as Grey Gargoyle connected a tube to the top that led to a canister with a toxic sign, filtering through the anti-chemicals and turning the liquid red. Suddenly, the mechanical occupant's eyes and tubing changed color from blue to red as he punched the glass, breaking out of it. The shadowy figure began laughing maniacally as Toxzon let off a screeching roar.

 **(Titans Tower Op Center)**

The next morning inside Titans Tower, ringing could be heard over a telephone line, followed by the click of the call being answered.

"This is Max McGrath. I'm either at school, playing GameStation, or visiting somewhere. Leave a message." finished the answering machine as a beep was heard over the line. Inside the operations center, Black Cat was in at the kitchen counter, Scarlet Witch was standing next to the wall looking at a spell book, and Randy was pacing with a cell phone in his hand, showing that he was the one who made the call. Ben was standing at the window, overlooking the bay.

"Hello? Max? Steel? Pick up! Come on, Max, _pick up_! (paced behind Scarlet Witch) I know you're there. The phone's _built_ in Steel!" sighed Randy before he hung up as he sat down at the kitchen counter. He looked over to see that Black Cat was mixing something in a bowl. After she finished mixing, Black Cat lifted a spoonful of glop from the bowl and held it in front of Randy.

"Try this." suggested Black Cat. Without warning, the cat hero lifted Randy's mask off the lower half of his face and shoved the spoon into the purplette's mouth. The Ninja was sent into convulsions, which ended with him on all fours and trying to keep from vomiting on his mask. When he finally spit out the mess after taking off his mask, he scrubbed frantically at his tongue with his gloved hands to remove the last fragments.

"What the cheese is that? Cream of toenails?" asked Randy with tears in the corners of his eyes as he rubbed his throat.

"I call it Traumatizer Pudding. It's to make people forget sad moments by focusing on the horrible taste." replied Black Cat as she ate her spoonful. This didn't seem to bode too well as the girl was suddenly on the verge of blowing her own chow. After a monster effort, however, she was able to down the concoction, but not without being sent into convulsions similar to Randy's. Scarlet Witch continued to read her spell book as Black Cat brought her the bowl next.

"Try. The horrible taste will change your mind." informed Black Cat as Scarlet Witch looks at her.

"My mind is focused on reading this book. There might be a locator or summoning spell somewhere. (looks at the book) I think I got it. **Mechamis Discompompuis!** " chanted Scarlet Witch with her eyes glowing pink. Unbeknownst to the scarlet clad girl, the wall monitors began to crack along with a few computers. Black Cat stared with a wide-eyed expression at the witch.

"Dang it! Wrong spell. (notices Black Cat) What?" asked Scarlet Witch confused, unaware of the damage that just occurred. Ben was still standing by the window, looking morosely out over Jump City Bay as Black Cat pounced to him with her horrid concoction.

"Here, Ben. (holds out the bowl to him) You'll need this most of all since… well…" trailed off Black Cat, not wanting to finish the sentence.

"I'm fine. (turns away from the girl) Who knows? Maybe we're better off without him." commented Ben as he walked further away from the concerned former cat burglar until he exited the Ops Center.

 **(Training Room)**

Inside the gym, Ben was punching a heavy bag with great vigor. His current alien form resembles a combination of a rooster and a hawk. He has sharp claws on his toes and talons on his hands, as well as two larger talons protruding from his arms. He has a short beak. He is covered in brown feathers and also has a white mohawk. He wears a green mask, a green belt with a white stripe, and black underwear. He wears a strap vest with the Omnitrix symbol on the vest hooker. **Kickin Hawk** delivered one final roundhouse kick and slumped over, breathing heavily from the workout. Looking up, he saw his and Max Steel's weight benches-the latter equipped with the sort of giant barbells only that Titan and some of Ben's aliens could lift.

 **(Tower Kitchen)**

In the kitchen, Randy hoisted a stack of dirty plates onto the counter by the sink, adding to an already large pile that was inside said sink.

"Yo! Whose wonking turn is it to do dishes?!" called out Randy.

"Max Steel." responded Ben. His answer caused the ninja Titan to cry out briefly in surprise. Ben then went to the sink and started washing a plate when the Ninja left the room.

 **(Titans Tower Op Center)**

Inside the Ops Center, Ben was sitting on the couch playing on the GameStation system, blasting enemy aircrafts out of the sky on the screen that was projected onto the window as he played.

"Come on, come on… I'm not scared to take… no! Yeah! Got it! Just one more and… Yes!" muttered Ben as he blasted the final enemy on screen. The screen flashed red and blue before showing the message 'Max Steel-1,000,000.'

"New high score!" cheered Ben as he replaced the name on the screen with his own, the score changing to 5,000,000. However, the Titan who set the new score was no longer elated at his achievement after he turned off the console.

 **(Tower Hallway)**

The sun began setting over the horizon as inside Titans Tower, Ben was walking through the corridor as he headed towards his room. However, he stopped when he was in front of Max and Steel's. After a brief moment, he opened the door and walked in.

 **(Max and Steel's room)**

He looked around the room and saw a bookcase with pictures and a baseball on top, a computer desk with a football by the monitor, a trophy case in one rear corner, and the Turbo Weapons are on another corner. A blue bed with Steel's insignia was in the corner. Ben walked over to the dresser and grabbed a picture that was placed on top. As he looked at it, he saw that it was a picture of him and Max giving peace signs and Steel has his mechanical arms slung over the 2 friends' shoulders.

"I'm sorry." apologized Ben softly as he closed his eyes. However, he was soon snapped from his moping when the tower alarm shattered the silence.

 **(Titan's Tower Op Center)**

Running into the operations center, he saw Randy, Black Cat and Scarlet Witch looking at a map of Jump City, which was currently being projected on the window screen, with a large flashing dot that slowly moved along.

"Gargoyle strikes again?" asked the Omnitrix wielder as he entered the room. The other teens shook their heads in response to his question.

"You wish." answered Randy as he continued watching the flashing dot on the screen.

 **(Chemical Factory)**

Inside a chemical factory, the sounds of loud hisses, grunts, and whines of heavy machinery echoed throughout the building. Inside, jets of colored solutions shot down from overhead nozzles that mixed together in pipelines that snaked across the factory floor. The mixture emerged from the other end into an awaiting barrel, next to three other already full barrels. From out of the shadows, Toxzon trudged forward to reach the barrels. He then lifted another barrel, ready to down it in his back containers just as he did the previous containers, but was interrupted when a glowing pink orb struck the end of the barrel, spilling the remaining contents onto the ground. Toxzon peered through the barrel like a telescope and scanned the room to see who interrupted his meal. After a few seconds the humanoid's eyes landed on the sight of four Titans standing on the other side of a hole in the wall the mutant made earlier to enter the factory.

"That stuff can't be good for you." commented Ben as he and the rest of the team stepped through the wall. Toxzon threw the barrel aside before unleashing a monstrous belch, despite having a gas mask.

"Nice one!" laughed Randy. Scarlet Witch shook her head disapprovingly at the immaturity of the ninja Titan.

"GRAAAAAAAAH!" roared Toxzon while switching before shooting gobbets of sludge from his gauntlets towards the heroes. To avoid being covered by the oncoming muck, the teens scattered around the room. Randy was performing a multitude of jumps and flips, just barely staying ahead of the barrage. At the end of his last flip, the Ninja landed in a crouch on a crate near a mixing tank.

"Alright, Omnitrix. Gimme something good." prayed Ben as he activated the Omnitrix before slamming the dial down, drawing attention from everyone as they look at his current form. Ben is now a small bug-like alien. He is yellow in color with black eyes and green pupils. He has four stick legs and a beak along with a big antenna. He wears the Omnitrix symbol on a green and white brace around his neck.

"What the cheeses is that?!" gawked Randy before dodging another gunk shot.

" **Ball Weevil?** This is _not_ my definition of good, you stupid watch!" complained Ball Weevil while dodging a gunk shot before he looked at the untouched barrels.

"Team, try to distract this guy. I've got an idea." ordered Ball Weevil before he crawled to the barrels.

"Got it, Ben. NINJA SHURIKEN THROW!" cried Randy as he threw a shuriken at Toxzon's arm, specifically the joint as the shuriken cut off the forearm.

"I'm gonna be sick." groaned Scarlet Witch while putting a hand over her mouth.

"OH MY JUICE! I WENT INTO OVERKILL!" panicked Randy before red ooze came out of the elbow and connected to the stump before the forearm reattached itself.

"I don't know whether I should be glad Ninja didn't go into overkill, or worried since Toxzon can regenerate." gulped Black Cat.

"GANGWAY~!" cried Ball Weevil as he ran towards Toxzon on a large neon green ball, overshadowing the toxin-based mutant. Toxzon only had time to turn his head before the ball consumed him. Suddenly, the ball began glowing as Ball Weevil jumped off of it before it exploded, releasing a cascade of red muck in every direction, sending Ball Weevil to the wall and cracking it. The red tide also struck Randy and knocked him against the wall next to Ball Weevil. Reverting with the goo still on him, Ben groaned as he got off the wall.

"Ben!" called out Black Cat as she rushed over to aid the team leader.

"I'm okay…(wipes off ooze from jacket) sort of." groaned Ben. Across the room, Randy stood up, waving some off his sword before getting it off his suit.

"This better not be _blood_." shuddered Scarlet Witch, holding a pink shield up that protected her from the ooze as Randy looks at the wall to see a blurry silhouette on it.

"Needs some work. (dips scarf in ooze) NINJA ART BRUSH!" cried Randy as he swiftly brushes on the silhouette for a few moments until stopping, revealing a drawing of the Norrisvillle Ninja on the wall. Randy gave a mock kiss at Scarlet Witch, similar to an artist finishing his work. Scarlet Witch rolled her eyes before putting the shield down. The Titans glanced back to where Toxzon was before he exploded, streaks of slime spread everywhere across the ground along with pieces of his suit.

"Think we beat him?" asked Randy. Suddenly, the ooze began to move into the armor and merge back together in the center of the room. In a matter of seconds, the toxin-based mutant stood again, releasing a gurgled/muffled roar that echoed throughout the factory.

"I'm going to say, no." answered Scarlet Witch dully.

 **(Unknown)**

Inside a darkened room, lit only by the light of a huge monitor, two silhouettes were watching the battle via security feed. One of the silhouettes was armored, muscular, and larger than the second, skinnier one.

"Interesting, (a taller, bulky silhouette approaches the two) even with one Titan missing, this is proving to be quite entertaining. (turns to face the two accompanying silhouettes) But playtime is over. Grey Gargoyle." spoke the medium-sized figure coolly. An overhead light shined down on the two other silhouettes, revealing the skinnier shadow to be having dark brown hair with a gray streak, a beard, and gray eyes. He wears a lavender and purple lab coat, purple pants, glasses with purple rims, and black shoes. The taller silhouette revealed to be the familiar looking stone behemoth.

"Begin Phase Three." ordered the armored figure evenly. With an answered grunt, Gargoyle stomped away, loud claps echoing throughout the room with each step while the other figure chuckled and stared at Norrisville Ninja.

 _'After all these failures, revenge will be_ mine, _Ninja; E_ _vil genius Viceroy thinking._ _'_ thought Viceroy with a smirk.

 **(Chemical Factory)**

Back inside the factory, a gush of Toxzon's muck was splattered against the ground. After a few seconds, Black Cat stood up from within it.

"This is _way_ worse than being under Sandman's muddy foot." groaned Black Cat disgustedly as she flicked some slime off her body, recalling her encounter with the Sinister Six and Spider-Man. Scarlet Witch stood up from the pile of slime next to the alien,

"Tell me about it." grumbled Scarlet Witch as she began swatting the slime off her cloak. Ben and Randy were fleeing from Toxzon as it was trying to blast them with its' crimson ooze.

"Dude! This is SO NOT BRUCE! WAAAAH!" cried Randy as he dodged a stream of the ooze shot at him. Ben quickly turned around before slamming the Omnitrix, changing his form in a green flash. His current form looks similar to that of a gorilla made out of building blocks. He has three main colors which are red, blue and yellow, with black lines all over his body. He's mostly red and yellow with some spots of blue. The Omnitrix symbol is on his chest.

" **BLOXX!** " cried the Segmentasapien before his arms formed into guns and fired LEGO-like projectiles at Toxzon, who formed crimson blades with his gauntlets and sliced the projectiles as they come.

"NINJA TRIPPING BALLS!" cried Randy as he threw his tripping balls at Toxzon's feet, causing the toxic mutant to slip and slide. Suddenly, Bloxx's arms changed into large hands people see in sport games before he chopped by Toxzon's sides and the hands changed to a box holding Toxzon except for the limbs and head (facing upwards) as Bloxx throws Toxzon to fall among a group of support columns. no longer trapped in blocks. Black Cat and Scarlet Witch then used their respective powers (superhuman strength and magic respectively) to bend other columns to pin the mutant down.

"NINJA SWORD SLASH!" cried Randy as he slashed the tubing on Toxzon's arms, preventing the mutant from long range attacking. As the monster struggled against its bonds, the other 4 teens inspected their handiwork while Bloxx reverted.

"We did it!" cheered Black Cat happily.

"Nice work, team." congratulated Ben with a smile as he folded his arms.

"Yeah. Didn't think we'd pull it off without-" paused Randy before getting jabbed in the side by Scarlet Witch. He glanced over to see Scarlet Witch shaking her head at him.

"Eh heh, oops. Sorry." chuckled Randy nervously as a large sweat drop fell from the back of his head. A beeping noise from Ben's communicator caught the teams' attention. Ben quickly checked the device.

"We finished just in time. Gargoyle's been spotted downtown. (tucks the device back in his jacket) Come on!" ordered Ben as he ran for the factory exit. As the other members ran to catch up, a loud gurgling noise from the bound villain stopped Randy, who looked back to inspect the sound.

"WHAT THE CHEESE IS THAT?!" yelled Randy, gaining the other teens' attention as they turn to see Toxzon's forearms and legs detaching from his body before it slid through the restraints. Suddenly, the red ooze came out of the openings and formed into different human-sized animals around each limb; the right leg forming a squid, the right arm forming a 5 legged spider with the legs coming from the fingers, the left arm forming an ankylosaurus, the main body forming a stag cobra and the left leg forming a snake.

"(calmly) Did any of us say the forbidden words? (fellow teammates shook their heads) Well, _SOMEONE_ SAID THEM!" slightly panicked Ben before the divided entities then scuttled towards the teens, all releasing gurgled clicking noises with each step of their feet clattering against the ground. Quickly bolting into the next room, the group slammed the double doors shut just in time, leaning against them with their entire weight, Ben and Black Cat holding the left door closed, while Randy and Scarlet Witch held the right door. Toxzon's snarling and pounding could be heard through the metal as it tried to break through.

"Four against five. Not very good odds." chuckled Randy worriedly as he continued pushing against the door.

"Forget the odds. We need a plan!" grunted Ben as he too was using all his strength to keep the monster from breaking down the door. Unfortunately, the door began to tremble even more violently under the constant abuse it was receiving from the slime entities. With one final bash, the doors were forced open partway, just enough to push a tendril out. Black Cat shuddered as the opening grew wider, giving more and more room for the head of the toxin villain to fit through.

"Titans! Separate!" ordered Ben. Immediately as the other members obeyed, the doors flew from their hinges. The Titans all scattered in different directions among the machinery.

 **"XLR8!"** cried the Kineceleran after transforming before zooming ahead.

 **(With Black Cat)**

Toxzon's snake, having separated from the rest of the body, chased Black Cat throughout the room. In a panic, the white-haired girl flipped off a wall and bombarded her opponent with a claw-swipe barrage. However, this method of attack proved to be ineffective as the snake construct lunged at the girl and successfully wrapped itself around her, plucking her from the air.

 **(With Randy)**

Randy was sprinting along the floor of the factory as the stag cobra chased him. It seemed to the Norrisville Ninja that he would've been able to take the creature on since he had the advantage of speed, but was taken by surprise when the stag horns opened and a long, thin tongue lashed out, snaring him. He was able to break loose of the tongues hold by taking out his sais and cutting them, but then dropped them when he got knocked off his feet by a flying tackle that came from the rest of the stag cobra's body.

 **(With Scarlet Witch)**

Meanwhile, Scarlet Witch was flying along as the squid was on the ground chasing her. Focusing her powers over all the machinery around her, she was able to cause the bolts and screws that held the machines together to fall out, causing the loosened vessels to topple into the aisle, one after another. Trying its best to avoid getting hit, the squid monster swerved and slid through the falling debris, but finally succumbed to the attack when one piece of a conveyor fell and hit the monster broadside. Scarlet Witch glanced back smugly at her work, only to be caught by surprise when she found that her opponent had recovered and placed itself directly in front of her. The mage only had time to release a shocked gasp before the squid reared an attack.

 **(With XLR8)**

The only one left to deal with a section was XLR8, who kept going full steam among the other process equipment; the ankylosaurus creature was scuttling quickly behind him, determined to not let the alien hero get away. He noticed a set of double doors in his path and, without thinking, sped himself through when he reached them. As he stood up, XLR8 found himself in a darkened room, with only a lurid green glow that rose from below as the only source of light. Before he could determine what the glow was, he lost his footing as the ground beneath him started to move. He looked down to see that what was moving was a conveyor belt, and the glowing green light came from several large vats of chemicals. The ankylosaurus landed behind him and readied itself for a strike. XLR8 quickly did a back clawspring to avoid the attack. Once he landed, he slapped the Omnitrix symbol, turned into **Kickin Hawk,** then delivered several blows that merely splattered through the purple goo. Not being fazed by the apparent onslaught, the ankylosaurus monster blocked the next attack, and lunged forward, knocking Kickin Hawk off his feet. Getting back up and taking a stance in a classic kung fu pose, Kickin Hawk took a few steps back before lunging towards his opponent for a high kick.

 **(With the others)**

Back with the rest of the team, Black Cat was still struggling to escape from the bind that was Toxzon's snake portion. As she struggled, the snake wrapped a coil around her head and squeezed itself together into a large ball. Luckily, the former burglar was able to claw out of its grasp after a moment, spreading the snake all around her. She looked up to sees the spider body perched on top of an equipment cabinet, lying in wait. Randy and Scarlet Witch are carried into view, still held by their respective captor body parts, and the snake reforms at the feet of one very grossed out former burglar. She grimaces at its strike.

 **(Back with Kickin Hawk)**

It all seemed hopeless for the Omnitrix Wielder. He was currently backing away from his advancing opponent, but found himself without anywhere else to go. Before he knew it, the ankylosaurus lunged it's tail towards him and hammered his chest, effectively pinning the teen to the belt's surface. As he struggled to get free, he noticed the end of the conveyor belt was approaching quickly. As the two fell partway over, Kickin Hawk smiled wickedly before slicing the tail off the precipice; however, he miscalculated the timing and had to claw the corner of the conveyor belt to keep from following his opponents' example. As he was about to pull himself up, he was surprised by a sudden forceful pull from underneath. He looked down to see that the monster had seized hold of his left leg and was pulling down, trying to take the Alien Hero with it into the vat. Kickin Hawk strained as best he could with his one-clawed grip, but the power of the dinosaur construct proved to be too much for the hawk-like alien to handle as his talons clawed away from the belt, leaving him plummeting toward the last bath he would ever take, and with the distance and lack of luck with the Omnitrix (he wanted Big Chill earlier, but quickly adapted as best as he could), that claim could come true.

As if through divine intervention, a familiar white arm shot down and grabbed the alien's wrist. After having been pulled back onto the conveyor, Kickin Hawk was desperately trying to catch his breath, believing that his time in the Omniverse was going to end. He glanced down at the vat of chemicals to see the sludgy apparition dissolving harmlessly after having fallen in, although the mechanical arm remained. Turning back around, Kickin Hawk saw that his savior was the very same person he had driven from the team, Max Steel.

"I still got the Turbo if you still got the Horn." informed the half-human with a determined smile under his helmet as Steel got off and flew down towards the vat before carefully picking up Toxzon's arm and bringing it up

Kickin Hawk returned the hidden smile with the same determination, showing that the feud between the two had finally ended.

 **(With the others)**

On the factory floor, Scarlet Witch were flying through the air, throwing anything she could at the single-armed mutant (it merged back during their fight), the creature showing no signs of damage as it shrugged off attack after attack. Black Cat and Randy were dodging more streams of slime, the latter launching shuriken between heavy breaths.

"Dude! We've tried everything! (barely dodges another oncoming attack) We're doomed!" screamed Randy before Black Cat glances over her shoulder and smirks.

"I don't think so!" cheered Black Cat while pointing. The other two teens looked over in the direction Black Cat pointed to see that not only **Eatle** came back to fight, but Max Steel had returned as well, in **Cannon Mode**.

"Teen Titans! GO!" shouted the alien heroes as they charged Toxzon. Going into the same attack formation they used while attacking Grey Gargoyle, Eatle and Max Steel ran in a single line and jumped towards each other. This time, however, they did not get tangled in midair, giving Eatle the opportunity to curl up into a ball while Max Steel huddled over Eatle with the horn exposed as they began rolling, creating a blue energy ball with a green blade rolling in it, resembling a chainsaw. However, just before the attack struck, Steel threw the left arm back to Toxzon. The combined effect of the two energies had enough force in it to knock the red chemicals out of Toxzon in a small explosion; when the smoke cleared, the teens were greeted with the sight of Toxzon in his **Neutralized** mode laying in a pool of the red chemicals that were in his system. The alien duo quickly separated and reverted, Eatle to human and Max Steel to **Base.**

"Uh, (starts to get up) where am I? (notices Teen Titans) YOU! I don't know how I'm here, but it doesn't matter if I get the chance to beat you, Max Steel!" roared Toxzon, ignoring the looks of confusion from the Titans and Steel scanning the red slime. Toxzon aimed his gauntlets at the Titans, attempting to blast slime at them, until he grunted, seeing that it wasn't working. Steel floated towards Toxzon's face, glaring.

"Lights out, Toxzon." muttered Steel before smacking Toxzon's head, knocking him out.

 **(Outside the factory)**

After the fight, the special division of Jump City's science and police departments arrived at the chemical plant, applying a solvent to dissolve a majority of Toxzon's slime from the factory's machinery and any slime that remained on the team, while collecting any remaining samples from Toxzon for future study. After being hauled off in a new, bullet-proof glass cylinder with metal casing ends, Ben and Max Steel were standing off to the side, not really saying anything before the experienced of the two spoke up.

"Look, uh… sorry about…" hesitated Ben.

"Yeah." interrupted Max Steel, knowing what he wanted to say.

"So… are we cool?" questioned Ben.

"Frosty." smiled Max Steel as he held up his fist. Ben smiled as he lifted a fist and tapped his teammate's.

"It's about time you two made up." smiled Black Cat as Scarlet Witch nodded, smiling as well before Randy waved the reunion off.

"Yeah, yeah, yeah, warm fuzzies all around. But we still gotta stop Gargoyle." reminded Randy.

"No, we don't. (earns a confused look from the others) Thought I'd bring a present, in case you were still mad." corrected Max Steel as he gestured behind his shoulder. The other four Titans looked over to see Grey Gargoyle being hoisted up by a winch, bound in cooled magma. The stone villain grumbled angrily as it struggled to break free of its restraint.

"Thanks. But there is still one thing that's bothering me." frowned Ben. The others shot their leader a look of confusion, all in disbelief that anything could be bothering their leader at this point.

"Breaking into jail? Using Toxzon in his newest mode to distract us? The whole plan seems to be a little too smart for Gargoyle." explained Ben.

"Not to mention that the goo that was in him erased his memory when you defeated him, so we can't get any info out of him." added Steel.

"I've been thinking the same thing." added Max Steel, the other titans sighing visibly to show their relief knowing that there was no immediate danger.

"Someone must've been pulling the strings, but who?" wondered Ben as he place his hand on his chin.

"Well whoever they are, they're no match for the Teen Titans." smirked Max Steel as he raised his hand.

"I hear that." smirked Ben, bringing his hand to meet the metallic teen's own. Suddenly, a grumbling noise is heard coming from Max Steel's stomach, making him chuckle as he rubs his helmet.

"Sorry, with chasing Gargoyle around town, I hadn't gotten time to eat." explained Max.

"You're lucky you _can_ eat." grumbled Steel with folded arms as Randy pats his back.

"Well, how about we go get some pizza? My treat." suggested Ben.

With smiles, including a hidden one from Randy, the six teammates left the area to celebrate Max Steel's return.

 **(Unknown)**

Inside a darkened room, with only the occasional spotlight to illuminate the infinite darkness, the armored, muscular figure slammed a fist onto the desk in front of him, clearly angered by the disruption of his plans. A cup of tea and saucer that were already placed on the desk shattered as the force of the impact knocked them off. A pair of white-gloved hands reached down with a small broom and dustpan to sweep up the pieces. Stepping into the light, it revealed Viceroy as he placed a replacement cup on the arm of his employer's chair, although he couldn't help but grumble about his work.

"Next time my plans will succeed." The shadowy figure stated, despite having just lashed out, his voice retained its control. "And the Titans will pay."

* * *

 **Teen Titans DC/Marvel Counterpart:**

 **Slade/?**

 **Cinderblock/Grey Gargoyle (Earth-616)**

 **Plasmus/Toxzon**

 **Wintergreen/Viceroy**

* * *

 **Omarnosian10: How'd you like that?**

 **Randy: ~Why aren't you talking like this anymore?~**

 **Omarnosian10: Throat got sore in the story. Out of all the possible profile avatars I picked, it _had_ to be a plant alien!**

 **Ben: ~Look on the bright side. At least you can heal from any and all injuries~**

 **Omarnosian10: I guess y-YOU'RE RIGHT!**

 ***Omarnosian10 evilly grins, getting everyone nervous***

 **Max: ~Dude, what are you thinking?~**

 **Omarnosian10: I'm gonna go trick or treating for a bit. SMOKEBOMB!**

 ***everyone except for him gets knocked out***

 **Omarnosian10: Readers! *puts on a convincing human disguise and baggy clothes* HAPPY HALLOWEEN! *runs out of author HQ*** **MWAHAHAHAHAHAHAHAHAHAHAHAHAHA!**


End file.
